Celanese Corporation (NYSE: CE), a global technology and specialty
materials company, today announced its plans to change its accounting
policy for its defined benefit pension plans and other postretirement
benefit plans (collectively, "Plans"). Under the new accounting policy,
referred to as mark-to-market ("MTM") accounting, the company will
recognize actuarial gains and losses and changes in the fair value of
the Plans' assets in operating results in the fourth quarter of each
year rather than deferring and amortizing them into future years. This
change is effective January 1, 2013 and is retrospectively applied to
the company's financial results for all periods presented in its Current
Report on Form 8-K submitted today.
"We believe this accounting change will provide investors with greater
transparency into our operating results and will allow investors to
better evaluate our underlying operating performance since our Plans'
investment gains and losses as well as interest rate changes will be
recognized in the year in which they occur, rather than amortizing them
over future periods. This accounting policy change will not impact
benefits received by participants of these Plans or related funding
obligations," said Steven Sterin, chief financial officer.
As a result of the retrospective application of this change in
accounting policy, Celanese earnings per share from continuing
operations for 2012 decreased from $3.81 to $2.35 primarily due to the
fourth quarter MTM adjustment of $389 million. Excluding the MTM
adjustment, Celanese adjusted earnings per share for 2012 increased from
$3.80 to $4.07 on lower amortization of prior period actuarial losses of
$53 million.
The company does not expect the retrospective application of this change
in accounting policy to impact the company's previously communicated
growth rate for adjusted earnings per share in 2013.
In connection with this change in accounting policy and to properly
reflect actual operational expenses of each business segment, the
company will change its allocation of net periodic benefit costs. The
company will now allocate only the service cost for active employees and
amortization of prior service cost components of its Plans to its
business segments. All other net periodic benefit cost components will
be recorded as Other Activities. The components of net periodic benefit
cost that will no longer be allocated to each business segment include
interest cost, estimated return on assets and net actuarial gains and
losses as these components are considered financing activities managed
at the corporate level. The company believes the revised expense
allocation will more appropriately match the cost incurred for active
employees to the respective business segment.
Celanese Corporation is a global technology leader in the production
of differentiated chemistry solutions and specialty materials used in
most major industries and consumer applications. With sales almost
equally divided between North America, Europe and Asia, the company uses
the full breadth of its global chemistry, technology and business
expertise to create value for customers and the corporation. Celanese
partners with customers to solve their most critical needs while making
a positive impact on its communities and the world. Based in Dallas,
Texas, Celanese employs approximately 7,600 employees worldwide
and had 2012 net sales of $6.4 billion. For more information about
Celanese Corporation and its product offerings, visit www.celanese.com
or our blog at www.celaneseblog.com.
Forward-Looking Statements
This release may contain “forward-looking statements,” which include
information concerning the company's plans, objectives, goals,
strategies, future revenues or performance, capital expenditures,
financing needs and other information that is not historical
information. When used in this release, the words “outlook,” “forecast,”
“estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,”
“believes,” “may,” “can,” “could,” “might,” “will” and variations of
such words or similar expressions are intended to identify
forward-looking statements. All forward-looking statements are based
upon current expectations and beliefs and various assumptions. There can
be no assurance that the company will realize these expectations or that
these beliefs will prove correct.
There are a number of risks and uncertainties that could cause actual
results to differ materially from the results expressed or implied in
the forward-looking statements contained in this release. These risks
and uncertainties include, among other things: changes in general
economic, business, political and regulatory conditions in the countries
or regions in which we operate; the length and depth of product and
industry business cycles, particularly in the automotive, electrical,
electronics and construction industries; changes in the price and
availability of raw materials, particularly changes in the demand for,
supply of, and market prices of ethylene, methanol, natural gas, wood
pulp and carbon monoxide and the prices for electricity and other energy
sources; the ability to pass increases in raw material prices on to
customers or otherwise improve margins through price increases; the
ability to maintain plant utilization rates and to implement planned
capacity additions and expansions; the ability to improve productivity
by implementing technological improvements to existing plants; increased
price competition and the introduction of competing products by
other companies; market acceptance of our technology; the ability to
obtain governmental approvals and to construct facilities on terms and
schedules acceptable to the company; changes in the degree of
intellectual property and other legal protection afforded to our
products or technology, or the theft of such intellectual property;
compliance and other costs and potential disruption or interruption of
production or operations due to accidents, cyber security incidents,
terrorism or political unrest or other unforeseen events or delays in
construction or operation of facilities, including as a result of
geopolitical conditions, including the occurrence of acts of war or
terrorist incidents or as a result of weather or natural disasters;
potential liability for remedial actions and increased costs under
existing or future environmental regulations, including those relating
to climate change; potential liability resulting from pending or future
litigation, or from changes in the laws, regulations or policies of
governments or other governmental activities in the countries in which
we operate; changes in currency exchange rates and interest rates; our
level of indebtedness, which could diminish our ability to raise
additional capital to fund operations or limit our ability to react to
changes in the economy or the chemicals industry; and various other
factors discussed from time to time in the company's filings with the
Securities and Exchange Commission. Any forward-looking statement speaks
only as of the date on which it is made, and the company undertakes no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which it is made or to reflect the
occurrence of anticipated or unanticipated events or circumstances.
Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP
This release reflects the following performance measure: adjusted
earnings per share as a non-U.S. GAAP measure. This measurement is not
recognized in accordance with U.S. GAAP and should not be viewed as an
alternative to U.S. GAAP measure of performance. The most directly
comparable financial measure presented in accordance with U.S. GAAP in
our consolidated financial statements for adjusted earnings per share is
earnings per common share-diluted.
Use of Non-U.S. GAAP Financial Information
-
Adjusted earnings per share is a measure used by management to
measure performance. It is defined by the company as earnings (loss)
from continuing operations, adjusted for other charges and other
adjustments, and divided by the number of basic common shares,
convertible preferred shares and dilutive restricted stock units and
stock options calculated using the treasury method. We may provide
guidance on an adjusted earnings per share basis and are unable to
reconcile forecasted adjusted earnings per share to a U.S. GAAP
financial measure without unreasonable effort because a forecast of
other charges and other adjustments is not practical. We believe that
the presentation of this non-U.S. GAAP measure provides useful
information to management and investors regarding various financial
and business trends relating to our financial condition and results of
operations, and that when U.S. GAAP information is viewed in
conjunction with non-U.S. GAAP information, investors are provided
with a more meaningful understanding of our ongoing operating
performance. Note: The income tax rate used for adjusted earnings per
share approximates the midpoint in a range of forecasted tax rates for
the year. This range may include certain partial or full-year
forecasted tax opportunities, where applicable, and specifically
excludes changes in uncertain tax positions, discrete items and other
material items adjusted out of our U.S. GAAP earnings for adjusted
earnings per share purposes, and changes in management's assessments
regarding the ability to realize deferred tax assets. We analyze this
rate quarterly and adjust if there is a material change in the range
of forecasted tax rates; an updated forecast would not necessarily
result in a change to our tax rate used for adjusted earnings per
share. The adjusted tax rate is an estimate and may differ from the
tax rate used for U.S. GAAP reporting in any given reporting period.
It is not practical to reconcile our prospective adjusted tax rate to
the actual U.S. GAAP tax rate in any given future period.
Results Unaudited
The results presented in this release, together with the adjustments
made to present the results on a comparable basis, have not been audited
and are based on internal financial data furnished to management.
Quarterly results should not be taken as an indication of the results of
operations to be reported for any subsequent period or for the full
fiscal year.
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Adjusted Earnings (Loss) Per Share - Reconciliation of a
Non-U.S. GAAP Measure - Unaudited
|
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|
|
|
|
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Year Ended December 31, 2012
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As Previously Reported
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Effect of Change
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As Adjusted
|
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per
share
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per
share
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|
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per
share
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(In $ millions, except per share data)
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Earnings (loss) from continuing operations
|
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|
609
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|
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3.81
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(233
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)
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(1.46
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)
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376
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|
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2.35
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Deduct: Income tax (provision) benefit
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(48
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)
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103
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|
|
|
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55
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|
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Earnings (loss) from continuing operations before tax
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657
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|
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(336
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)
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321
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|
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Other charges and other adjustments (1) |
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66
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|
|
|
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389
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455
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|
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Refinancing and related expenses
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|
8
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|
|
|
|
|
—
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8
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|
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Adjusted earnings (loss) from continuing operations before tax
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|
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731
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|
|
|
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|
53
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|
|
|
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784
|
|
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Income tax (provision) benefit on adjusted earnings (2) |
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(124
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)
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|
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(9
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)
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|
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(133
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)
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Noncontrolling interests
|
|
|
—
|
|
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|
|
|
—
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|
|
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|
|
—
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Adjusted earnings (loss) from continuing operations (3) |
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|
607
|
|
|
3.80
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|
|
44
|
|
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0.27
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651
|
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4.07
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Diluted shares (in millions) (4) |
Weighted average shares outstanding
|
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158.3
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|
—
|
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158.3
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Dilutive stock options
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0.9
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—
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0.9
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Dilutive restricted stock units
|
|
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0.6
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|
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—
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0.6
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Total diluted shares
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|
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159.8
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—
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159.8
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______________________________
(1) See Other charges and Other adjustments reconciliation
for details.
(2) The adjusted effective tax rate is 17% for the year ended
December 31, 2012.
(3) The As adjusted amount excludes the immediate recognition
of actuarial gains and losses and the impact of actual plan asset
returns of 13.1% vs. expected plan asset returns of 8.06%.
(4) Potentially dilutive shares are included in the adjusted
earnings per share calculation when adjusted earnings are positive.
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Other Charges and Other Adjustments - Reconciliation of a
Non-U.S. GAAP Measure - Unaudited
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Other Charges (Gains), Net:
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Year Ended December 31, 2012
|
|
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(In $ millions)
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|
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Employee termination benefits
|
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6
|
|
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Kelsterbach plant relocation
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7
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Plumbing actions
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(5
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)
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Asset impairments
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8
|
|
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Commercial disputes
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(2
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)
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Total
|
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14
|
|
|
|
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|
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Other Adjustments: (1) |
|
Year Ended December 31, 2012
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Income Statement Classification
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|
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(In $ millions)
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|
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Business optimization
|
|
9
|
|
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SG&A
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Kelsterbach plant relocation
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14
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Cost of sales
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Plant closures
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21
|
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Cost of sales / SG&A
|
(Gain) loss on disposition of assets
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1
|
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(Gain) loss on disposition
|
Acetate production interruption costs
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|
10
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|
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Cost of sales
|
InfraServ Hoechst debt restructuring
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(22
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)
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Equity in net (earnings) loss of affiliates
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Actuarial (gain) loss on pension and postretirement plans
|
|
389
|
|
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Cost of sales / SG&A / R&D
|
Other
|
|
19
|
|
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Various
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Total
|
|
441
|
|
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Total other charges and other adjustments
|
|
455
|
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______________________________
(1) These items are included in net earnings but not included
in Other charges (gains), net.